Groupe Renault - 2020 Universal Registration Document

292 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 Find out more at group.renault.com 03 COMPOSITION, PREPARATION AND ORGANIZATION OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE Activity of the specialized committees of the Board of 3.1.6 Directors in 2020 To examine specific issues within the remit of the Board of Directors in more detail, four specialized committees have been set up to assist the Board of Directors in its remit and work. The recommendations of the committees are presented to the Board in the form of reports given in Board of Directors meetings by their respective Chairs. At its meeting on June 12, 2019, the Board of Directors decided to reorganize its committees as follows: the merger of the Appointments and Governance Committee and P the Compensation Committee, now called the “Governance and Compensation Committee”; the creation of an Ethics and CSR Committee, for better P consideration of the Company’s ethics and CSR issues; the renaming of the Audit, Risks and Ethics Committee, now called P the “Audit, Risks and Compliance Committee”; and the simplification of the name of the International, Industrial and P Digital Strategy Committee, which is now called the “Strategy Committee”. The general operation of the committees is mainly defined in the Board Charter. Excerpt of the Board Charter provisions governing committees The committees shall be solely composed of members of the Board of Directors. The Board of Directors shall appoint, on the proposal of the Governance and Compensation Committee, the members of the committees, taking into account the skills, experience and availability of the directors, for terms not exceeding their terms of office as members of the Board of Directors. These members shall be appointed in a personal capacity and may not be represented. Each committee shall be chaired by an Independent Director appointed by the Board of Directors, on the proposal of the Governance and Compensation Committee, for a maximum term corresponding to his/her term as member of the Board of Directors. The Chair of a committee may be reappointed. The Chair of each committee shall determine the conditions under which he/she shall report to the Board of Directors on the work of the committee. If he/she is unable to do so, the Chair shall name a committee member to report to the Board of Directors on such committee’s work. Any matter falling within a Committee’s area of competence as determined by the Board Charter shall be referred to that Committee. The Chairman may also refer to a Committee any matter included or to be included on the agenda of the Board of Directors. Finally, the Board of Directors and the Chairman may also, at any time, refer to a Committee other matters falling within its area of competence. The Chair of each Committee shall establish the agenda of each meeting and determine its annual program. Where the agenda of a committee meeting includes certain matters that also fall within the area of competence of another committee, the Chair of the first committee shall ensure coordination with the Chair of the second. Notices of meetings may be issued by any means, including verbally, according to the conditions provided for in respect of each committee. Committees must be in a position to fully perform their duties. For that purpose, information and documents relating to the agenda of the committee meetings shall be sent, except in case of emergency or where necessary and justified, at least three (3) calendar days prior to the meeting. Committees shall be held at least two (2) days before the meeting of the Board of Directors during which items examined during committee meetings will be discussed, except in case of emergency or where impossible. Committees may, in fulfilling their respective remit, hear members of the Executive Committee of the Group and other senior executives of the Group, and request that external technical studies be conducted, at the Company’s expense, after having informed the Chairman or the Board of Directors. If committees resort to the services of external advisors, the committees must ensure that the advisors concerned remain objective. The committees shall report on the information obtained and the opinions received. The Chairman and the Chief Executive Officer may, if they so wish, take part in committee meetings, except in cases where their personal situation is under discussion. They have access to the work of the committees.